DISCLAIMER. TSX.V: DAR OTCPK:DARWF

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2 DISCLAIMER Some of the statements contained in the following material may be "forward-looking statements." All statements, other than statements of historical fact, that address activities, events or developments that Darwin Resources Corp ( Darwin ) believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and other similar expressions. These forward-looking statements reflect the current expectations or beliefs of Darwin based on information currently available to Darwin. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Darwin to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Darwin. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete intended financings, capital and other costs varying significantly from estimates, production rates varying from estimates, changes in world metal markets, changes in equity markets, uncertainties relating to the availability and costs of financing needed in the future, equipment failure, unexpected geological conditions, imprecision in resource estimates, success of future development initiatives, competition, operating performance of facilities, environmental and safety risks, delays in obtaining or failure to obtain necessary permits and approvals from government authorities, and other development and operating risks. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Darwin disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Darwin believes that assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The qualified person for Darwin s projects, Dr Graham Carman, President and CEO of Darwin Resources Corp, and a Fellow of the Australasian Institute of Mining and Metallurgists, has reviewed and verified the contents of this overview. 2

3 CORPORATE DARWIN WAS SPUN-OUT FROM MAWSON RESOURCES LTD (TSX:MAW) LISTED ON 2 MAY 2012 (TSX.V : DAR) DIRECTORS Dr Graham Carman President & CEO Michael Hudson Non-executive Director; President & CEO Mawson Resources Ltd (TSX:MAW), Director Tasman Metals (TSX.V: TSM, NYSE- MKT: TAS) & Flinders Resources Ltd (TSX.V: FDR) Mark Saxon Director; President & CEO Tasman Metals (TSX.V: TSM, NYSE-MKT: TAS), Director of Mawson Resources Ltd (TSX:MAW) & Flinders Resources Ltd (TSX.V: FDR) Nick Demare Non-executive Director and CFO; Director of numerous TSX and TSX.V companies Paul-Henri Couture Non-executive Director; Director at The Sentient Group 3

4 PREVIOUS EXPLORATION SUCCESSES DARWIN IN PERU A REFORMED TEAM WITH PAST SUCCESSES Dr Graham Carman President and CEO PhD (Geology of Lihir gold deposit, Monash), B.Sc. Hons, FAusIMM Geologist, 25 years exploration, 7 years in Peru in 1990s (Rio Tinto, Savage-Pasminco, 10 years Australian junior sector) Discoveries in Peru: Yanque, Accha, Bongara (Zn, Pb) Georg Winkelmann General Manager Peru 18 years management & administration of international exploration companies in Peru (Savage-Pasminco, Rio Tinto, Meridian-Yamana, Candente) Rolando Ligarda Exploration Manager Geologist, 25 years exploration in Peru (Buenaventura, Rio Tinto, Meridian-Yamana, Pasminco, Hochschild, SIMSA) Discoveries: Pukaqaqa, Marcapunta, Millo (Au Cu) Yanque, Bongara (Zn, Pb) Edgardo Guizado Peru Consultant (Cu-Au) Geologist, 30 years exploration and mining in Peru (Rio Tinto, Sumitomo) Discoveries: Yauricocha (Cu-Mo), Constancia (Cu-Mo now Hudbay), Corani (Ag now Bear Creek), Yanque (Pb-Zn) 4

5 CAPITAL STRUCTURE CAPITAL STRUCTURE million shares outstanding million warrants $0.60 (expire April 2014) million options $0.25 (expire June 2015) million on fully-diluted basis Private placement March 2012: $3.5 $ ½ $0.60 for 2 years 31 Aug 2012: = $2.9 million Market $0.21 = $5.5 million MAJOR SHAREHOLDERS On undiluted basis Sentient (24.1%) Pinetree (11.7% ) Directors (10.8%) 5

6 STRATEGY Vision - To be the Premier gold explorer in South America Well funded, well supported, South American explorer with Peru focus Experienced and successful management team, with record of identifying and securing high quality mineral assets Properties: Suriloma: Gold-silver epithermal stockwork, 1km strike, undrilled Six other properties including Rurimarac gold breccia 800m strike, 1 hole drilled 3g/t Au from 60m) 6

7 PERU PROJECTS Suriloma principal focus 2400 hectares DAR has option to earn 100% by paying $800,000 over 3 yrs 2% NSR can be bought for $1.3m At least 6 mineralized structures No past drilling Land access negotiations underway, progress being made 2000m diamond drill program planned Q Rurimarac 2000 hectares 100% owned Gold breccia over 800m strike 5g/t Au average in 65 x 1m-deep pits Only 1 past drill hole: 3g/t Au from 60m (oxide) Surrounded by Barrick Land access negotiations underway 7

8 SURILOMA La Libertad Department Lagunas Norte mine (Barrick Gold Corporation) 30km east of Suriloma Open pit, crush, valley-fill heap leach operation 2011: 763,000 oz gold produced at cash cost of $269 per oz Oxide Reserves 31 Dec 2011: 6.2 million oz Deep sulphide potential La Arena mine (Rio Alto Mining) 50km east of Suriloma Open pit, dump leach operation Production of oxides began May 2011 Oxide Resource 30 Sep 2011: 1.5 million 0.5 g/t gold Oxide Reserves 30 Sep 2011: 0.82 million 0.44 g/t gold Copper-gold porphyry present at depth Source: Websites of Barrick and Rio Alto, Ingemmet November,

9 SURILOMA Geology Quartz Pebble dike Upper Andesite Dacite Lower Andesite Tablachaca Fm Goyllar Group Stock -work Gold stockwork target 9

10 LA PUERTA STOCKWORK Channels Epithermal gold - silver mineralization in quartz stockwork No past drilling La Puerta structure metres wide, >1km strike, 200m vertical relief 132 channel samples over 500m strike, average grade 1.2g/t Au + 23g/t Ag 10

11 SURILOMA Epithermal Au-Ag Target Darwin planned drilling Q m wide Target zone Bosque stockwork outcrop Epithermal Stockwork vein textures Hydrothermal breccia boulder 5g/t gold 11

12 RURIMARAC Ancash Department Potential 30km from Barrick s Pierina mine (9Moz gold) Breccia-hosted oxide gold target Surrounded by Barrick concessions 65 pit/trench samples averaged 5.1g/t gold (oxide) at base of breccia Surface pits up to 39g/t gold 1km strike of mineralized outcrop Target area 1.4km by 0.5km wide History 6 past holes drilled, only 1 tested breccia target 3g/t gold from 60m (oxide) in LLD5, 50% core recovery Now 100% Darwin Communities Negotiations taking place with community Workshop held in July 2012, good relationships being developed Planned drilling of 4 holes (minimum) when drill permits granted 12

13 RURIMARAC Geological Model Average 5.1g/t gold in 65 pit and trench samples, base of breccia structure Schematic cross section (interpretive) 13

14 RURIMARAC Landscape 400 metres of vertical relief, favours exploration & development LDD5 road LDD5: oxide gold intercept 3g/t Au from 60-66m* Polymict fault breccia host *core recovery 50%, grade may not be representative 14

15 WHY DARWIN RESOURCES? Proven management and corporate team Well financed, supportive shareholders Gold properties in proven belt, undrilled Channel /trench sampling NOW at Suriloma Drilling planned Q at Suriloma 15

16 CONTACTS & INVESTOR RELATIONS For investor relations please contact: Nick L. Nicolaas North American Head Office: Mariana Bermudez Corporate Secretary Tel: +1 (604) Fax: +1 (604) Suite West Georgia St Vancouver, BC, V6E 3V7 CANADA or Donna Werbes Peru Office: Georg Winkelmann General Manager Peru Tel: +51 (1)